Ben 10
by Gohan Rose
Summary: How would Ben Tennyson, utilize a weapon, a device of near infinite capabilities and power? How would he use it, if he never wanted it in the first place? A.U! Harem!
1. Introduction

**Hello, Rose back again with a new fic and this one is going to be a Ben 10 fic.**

 **Disclaimer: I don't own Ben 10, or any material from other franchises that I may include due to my liking.**

 **WARNING: The following story contains very graphic depictions of violence and possible sexual intercourse, suggestions of rape, very strong language, and other scenarios some may find profoundly disturbing. So, please don't read if you are uncomfortable with any of these warnings. You have been warned.**

 **Another, a small important warning is the fact that this fic will be an AU and for those who don't know what that means, it means that it's an Alternate Universe where things could be different than the Cannon Verse. I've tried to keep most established characters as they are in canon, with natural changes based on how I THINK they would react to the new scenarios on things would change with this new Ben that I've written.**

 **Everything that I've said now is a fair warning. This story isn't like most Ben 10 fanfictions. If you are a fan of Naruto and you read Naruto fanfictions a lot, then you might see some of those traits bleed into this story.**

 **The way I'm going about this, is an adaption of a cartoon to a dark/somewhat edgy anime with a grey character, mind you. I'm not trying to make this a cartoon, nor am I even going to think of Ben 10 as one.**

 **With all of that out of the way, I hope you all enjoy the story and feel free to leave any kind of feedback. Whether that would be flames, compliments or just advice. I'll accept it all and give it my time to read.**

 **\\\\\\\\\\-/**

A half idled, dark green eye peered through long white locks of sharply pointed hair. It looked ahead with a bored, completely uninterested gaze.

"Tennyson, would you like to answer question number: 4?" A female teacher inquired with a small smug tone. However, her small smug smirk faded after a few seconds as he continued to simply stare into her own eyes with his own bored half idled eye.

"I asked you question, please answer," she 'requested' in an impatient tone as she crossed her arms underneath her bosom.

The woman was a little taller then the average women her age was. She had black hair that was tied together in a long braided ponytail that went all the way down to her tailbone. The woman had an average figure and average features. She wasn't by all means, ugly, she was just average and nothing to gawk at.

Just as she was about to bark out another order, the green-eyed teen replied with an uninterested drawl carrying his words.

"I don't know," He responded. It was a lie, she knew it just as much as he did. Although he just didn't want to answer, he didn't feel like wasting his energy and effort explaining it. He didn't feel as if solving the problem was beneath him, but he certainly didn't care enough to do so. It just didn't interest him, much like most things nowadays.

"C'mon, Tennyson… we both know that's a lie. At least do it now, it's the last day of the year," she said with an exasperated tone, all indications of fight gone from her tone.

He continued to look forward with his single exposed left eye before he narrowed it, staring right into her, now nervous gaze. "Didn't you hear me the first time I said it? I don't know the answer," He answered with no malice in his tone. But, his crystal cold green eye said differently.

Honestly, she was beginning to ignore him. Greatly. Why couldn't she just move onto another person? Hell, he was sure that there were at least ten different people who would be elated to do so. So, why ask him when they've been through the entire song and dance more than a hundred times of the course of two years?

The instructor let out a heavy exasperated sigh in defeat before moving onto a different student to answer the question.

However, before she could do so, a loud ringing noise was heard by everyone, and rapidly, a large portion of students got up in a frenzy with their bags already on their backs. They scrambled out of their seats before they nearly sprinted out of the door.

The teacher instantly looked ready to protest before she let her hand fall with another sigh. "Fuck it," she swore before marched back over to her desk and sat down with the palms of her hands resting against her face.

The white-haired teen watched impassively before he too stood up. He walked over to her desk as he cracked his pointer finger by pressing down on the knuckle with his thumb. The action caused her to snap out of her funk as her head propped upwards, looking considerably startled as she stared up at the teen's one visible green eye.

"T-Tennyson?" the teacher asked shakily at first.

He nodded before he turned his back. "B," was all he said before he started walking away.

She looked up, completely bewildered before she called abruptly called out to him. "B?!"

He halted before he somewhat turned his head, looking out of the edge of his left eye. "The answer; the answer was B," he told her before he walked away, leaving a shell-shocked teacher behind.

 **\\\\\\\\\\-/**

Ben stepped out of the classroom while carrying his backpack, which was hoisted over his right shoulder. He walked along the halls before taking a left turn. He then continued leading down the ever so busy corridor where students rushed everywhere and tossed papers along with cheering and sometimes screaming that he would hear from the ladies.

He inwardly sighed at that. _'Why are they so excited? Their only going to be back here in a few months anyway. I swear I'm around a bunch idiots. Naive idiots,'_ he thought the last bit as an afterthought.

Next, he walked through a pair of open double doors that opened up to the back of the school where his parents would regularly pick him up at. The reason for that was simple, the carpool would be too packed, and neither of his parents wanted to wait in a long line.

He trekked over to a shady area and leaned against the wall with his eye closed.

' _Finally some peace and quiet,'_ he thought with a sigh of relief.

However, that satisfaction didn't last long as a loud, displeasing fake cough brought him out of his 'snooze.' Ben creaked open his left eye and started onward through the strands of his snow-white hair. Of course, it was two people who he was, frankly sick of seeing.

Cash and JT.

He internally sighed at seeing the 'nefarious' duo.

"Where do you think you're going, eh Benji?" Cash asked with a greasy tone, his words slipping out with a sneer engraved onto his face.

Cash was a tall teen, nearly standing a six feet tall. He had slightly darker skin, a football-shaped head, black hair, and a receding hairline. He also had what looked dark rings around his eyes, which were usually caused by people who were insomniac. He wore a bright red shirt with a cash register on the front of it, black, somewhat tight jeans and a pair of blue sneakers.

JT was a shorter teen with unkempt brown hair, thick black eyebrows, a slightly chubby frame. He wore a pair of round glasses along with a dark brown shirt and a pair of regular-looking jeans. He also wore a pair of stark black sneakers.

Ben looked ahead with his usual, singular bored gaze. "What do you two fools want?" Ben asked in monotone.

Cash and JT both internally recoiled as they heard the ever so lifeless tone that the Tennyson would always use, but they didn't dare outwardly show it.

The party of three, however never noticed an old looking beige colored RV pool in from the gate entrance. The RV quietly pulled up to the school grounds and parked itself only eighty or so feet away.

 **/-\\\\\\\\\**

Inside the automobile rested two people, one female and one male. The male was an old looking man who looked as if he was in his mid-late fifties.

The older man was tall, almost six foot in height. He had a full head of grey hair that was neatly combed. He was a pudgy man with a round stomach. The man had coal black eyes, and a slightly muscular figure, even though man looked overweight. He wore a dark red Hawaiian, short sleeve shirt along with a pair of blue pants and light orange boots.

In the front seat rested a beautiful female teen. She had long orange hair that was tied into a long pony that dropped down all the way to her butt, neatly done eyebrows, plump lips and bright green eyes that seemed to be bright green gems. She had a very curvy body, along with large round E-cup breasts, and a round firm butt. She wore a dark, nicely fitted violet colored long sleeve shirt that hugged her torso and breasts, doing nothing to try and suppress their size. She also wore a pair of dark blue pants that clung to her curves and showed off her ass nicely. On her feet were a pair of ankle height black shoes **(1)**. **(2)**

"Where's Ben at? I haven't seen him since… what, fifth grade?" Questioned the young woman in a mature, yet youthful tone as she gazed out the window.

The old man turned over to and grinned slightly. "You may be surprised upon seeing him, Gwendolyn. He's changed quite a lot since then. Both in appearance and personality," he told her with a smile as he pulled into the school grounds.

The now named Gwendolyn quirked an eyebrow in a teasing manner. "Please, that dork couldn't have changed that much," she jeered playfully, but she was entirely serious, and the old man knew it.

Max sighed internally as he looked through the front window with a yearning look. _'If only that were the case, my girl.'_

When she got no response or retort, she actually started believing he was serious, but she didn't let it deteriorate her. Once they got close enough, they were able to see three teenagers. Two tall and one shorter one.

The tallest one had black hair and a receding hairline, the second tallest one had snow white hair that fell down below his eyes, nearly going down passed his nose **(3)**. The third one had curly, golden brown hair.

The one with spiky ended hair took the form of a teen that stood at the height of five-foot-eight. He had an angular face, devoid of any baby fat that most wouldn't have at his age. He also had a developed, athletic frame that didn't make him appear bulky or anything close. If anything, he appeared skinny, which was supported as he wore a long sleeve black shirt, which covered all signs of muscle, with a thick rectangular white stripe going through the sleeves. He also wore a pair of black pants that also had a white line going down the sides and a pair of black ankle sneakers.

"Okay… why'd we stop?" Gwendolyn asked confusedly as she looked at her grandfather with a questioning gaze.

Max simply smiled and pointed. Gwendolyn confusedly followed his and finger, which she realized was led at two teens ganging up on another. Gwen looked back up with a confused look once again.

"So?" she couldn't help but ask. Why were they stopping to watched some poor sap who was going to get his ass beat?

Max sighed, "Ah, Gwen… take a closer look, he may look different, and it may have been a long time, but I'm sure someone as keen and smart as you could notice it. If only a small bit." he smiled.

Gwen once again looked at the ground of three teens with a searching gaze. However, something grabbed her gaze, and it was the teen with one open… green eye. She gasped in surprised when it hit her. That was Ben!

' _No way! How weird. I've never seen anyone change so much!'_ Gwendolyn gasped before she looked up at the old man with a quick look.

"Grandpa! We have to help him!" Gwen stated anxiously. However, Max looked perfectly calm and relaxed as just continued to smile. "C'mon!" She continued as she went to open her door to go and 'save' Ben. But, Max was quicker and saw right through her and immediately locked the door.

Just as she was about to yell at him again, he held up a hand, silencing her. "Ben doesn't need your help. In fact, I think it would pretty insulting for you to do so." Max told her, earning a narrowed eyed glare.

"What do you mean?!" she continued with an angry look. "He doesn't know how to fight! He'll get creamed!"

Now, that earned a booming chuckle from the old man, earning an even fiercer look from the young lady. "Gwendolyn, things have changed a lot. In fact, your observation is quite outdated. By nearly five years in fact," he told her, earning a confused look from the slowly calming down teen.

"Just watch." was all he said, and Gwen begrudgingly did so as she slumped forward on the console with a narrowed eyed look.

 **/-\\\\\\\\\**

"I asked you a question, Tennyson." Cash sneered as he stepped forward in what he and JT thought was a threatening manner. He reached outwards with the palm of his hand open and facing upwards.

Ben just continued to stare forward with his open eye that was settled in his usual half-idled look. Just as Cash was about to speak again, Ben finally intervened in a lazy, uninterested voice.

"Are you sure you want to do this? Because personally… I won't hesitate." Ben said as he stood straight and stopped inclining against the wall. He then took a few steps forward, narrowing some of the distance between the three.

Cash's eyebrow twitched at Ben's remark before he grasped his outwardly extended hand. "I should be asking you that question." Cash smirked before he cocked back his reserved hand.

Ben's watched with an uninterested look before the corners of his lip twitched upwards into a smirk. "Fine. I'll give you a free shot." Ben started, his arrogant smirk widening when he saw Cash's eyebrow twitch once more.

"But I'm warning you… if you waste it-," he continued but was interrupted as he was punched in the face, causing his head to forcefully jerk back.

Cash looked as his outstretched hand with a smirk of his own as he saw Tennyson's head snap back. "And what were you saying about hesitating?"

Slowly... small, barely audible chuckles escaped Ben's mouth before they transformed into uproarious laughter, which made Cash and JT both roar in anger and disbelief.

Ben revoked his head and looked ahead of him with his smirk never leaving his face. A small line of blood escaped his lip, right above from where Cash struck him. "-You're going to regret It." He finished as he smeared of the blood that ran down his lip with his fist.

Cash growled even heavier before he cocked back his fist once more. But, before he could launch off another punch, a fist was suddenly lodged into his stomach.

 **\\\\\\\\\\-/**

Gwendolyn watched with wide eyes and her mouth slightly agape as Ben punched his attacker straight in the stomach. _'I barely saw him move.'_

Gwen thought, more than impressed at Ben's speed and by the expression on Cash's face, she was even impressed with the power behind the attack.

"See?" her attention was brought back to a smugly smirking Max. "I told you there was nothing to worry about." The old man grinned before he reclined in his chair, enjoying the show.

Gwen said nothing as she just went back to watching the altercation between her cousin and the boy named Cash.

 **\\\\\\\\\\-/**

"Weak…" was all Ben said as he gradually retracted his fist, causing Cash to limp forward with his hand grasping his stomach.

"W-W-What d-did you say?!" Cash heaved with a shaky voice as near unconceivable pain rippled through his body. He nearly tripped on his own feet as the pain intensified. He felt true anger surge through him when heard Ben call him weak.

"I called you pathetic. You're pathetic. Nothing but a waste of air and effort." Ben plainly declared as he barely spared him a glance.

Suddenly, a burst of adrenaline busted through Cash's bloodstream and whipped around. He cocked his fist and punched right at the back of Ben's head. Though, suddenly Cash once again felt the air violently leave his lungs. And his punch met nothing but air.

He shakily looked down and gasped pain as he slobbered out a glob of saliva. There was Ben hunching over with his elbow punching into his stomach with him looking the same direction Cash was. "Like I said… you're pathetic. And frankly not worth my time," he murmured as he slowly withdrew his elbow as he continued to look ahead with his singular open eye.

Ben's smirk vanished from his face as he stood up, not minding as Cash's limp body collapsed onto the ground with a satisfying sound.

JT stood there in his place, rooted to the ground as he began to violently shake. His eyes were wide with pure, unadulterated fear. It only increased as Ben's gaze snapped over to Cash's sidekick, and it even caused the brunette to literally piss himself. He glanced down and saw the wet spot spreading across the crotch of his pants he promptly fainted out of fear and humiliation.

Ben watched while he inwardly laughed, but on the outside, he remained stone-faced.

He walked back over to the wall where he had set down his backpack, not even bothering to step over Cash's torpid body and just walked on him like a bridge. Once he had gotten his backpack, a piercing, loud honk filled the air.

Ben lazily looked where it came from and saw an RV that was pulled up next to a sidewalk. Ben quickly realized that the RV was his grandfather's own and he started walking over to it.

Once he got over to it, he reached up and opened the side door. Ben walked inside and slammed it behind him before walking over to a seat and placing his bag down before walking back over to the front of the RV.

Though, he promptly froze when he saw a bombshell of teen beauty. Decently tall, beautiful face, great eyes, huge breasts, and curves in places he didn't even know someone his age was capable of having.

He didn't outwardly show it, but…

' _That has got to be the hottest girl I've ever seen my age.'_ Ben thought with an internal sweatdrop.

However, the second she spoke, he got snapped out of what even internal funk he was in.

"Well, dweeb; happy to see me?" she asked rhetorically as she relaxed her hands on her hips and struck a pose with a small arrogant smirk.

That caused him to narrow his eye. _"Happy to see me?" I've never seen you before…'_ He thought in confusion. Suddenly, the realization hit him, _'There's only one person that calls me Dweeb… orange hair, arrogant smirk. Yep, it's Gwen. Excellent.'_ All traces of arousal leaving his mind.

"Why are you here, Gwen?" Ben spoke with a bored drawl in his voice, something that caught her off guard.

Gwen looked at him with a perplexed look. "Wait, you don't know?" she asked confusedly, her smirk all but gone. Seeing the slight shake of his head, she elaborated. "We're going on a summer trip, and Grandpa is taking us," Gwendolyn spoke, getting another internal sigh from the brunette.

"And of course my parents neglect to even tell me about a trip. Much less you coming along." Ben muttered.

"Why, are you unhappy to see your favorite cousin?" Gwendolyn spoke with her small arrogant, and sassy grin carved onto her lips once more.

Ben looked at her with his usual dull look and spoke in a deadpan. "We haven't seen each other in nearly six years. And even before that, we were at each other's throats. Even after I proposed a truce and… you literally spat in my face," He said, getting a wince from the orange-haired beauty standing in front of him.

Max, on the other hand, watched a blank look, curious about how Gwen was going to handle Ben. That was something that he'd been worrying about ever since Sandra, Ben's mother suggested this Joint summer trip.

"You see, I'm really sorry about that." she seemed rather genuine about the apology, Ben had to give her that. Even if he genuinely couldn't stand her back then, he had to at least give her that, he reckoned.

Ben sighed outwardly and turned away. "Fine, I'll go on this 'trip,' just leave me alone." Ben halfheartedly waved, which was meant for his grandfather as he walked away to his bunk before he grabbed his backpack. Once he disappeared into his bed, Gwen turned over to Max, who had a resigned look on his face.

"That didn't go well, did it?" Gwendolyn asked, stating the obvious.

Max winced, but he nodded. "No, it could've been worse. And frankly, I was expecting him to at least do something similar to this." Max declared, earning a nod from the orange-haired beauty.

"I suppose," she mumbled as she went back into the front seat. Gwen then grabbed the side switch to the seat and reclined backward into it, causing it to fall backward like a make-shift bed.

 **\\\\\\\\\\-/**

 **(1): Now, you might be thinking; what the hell did I do to Gwen?! Think about it like this, as you can see, I am a major Naruto fan and anime fan. In lots of Naruto-Harem stories, you will see that the Author makes the Naruto females look more sexually attractive. I.e., give them larger breasts, give them a larger butt, etc. etc. etc.**

 **What I'm trying to say here, is that don't look surprised when I over sexualize females. Also, if you are having trouble visualizing Gwen, looking two things, first look up Ken 10 Hologram Gwen and** **but picture her with the breasts I described her with.**

 **(2): For any female that I describe, feel free to look at the reference pic of the breast size chart on my profile.**

 **(3): Look up Post-Aogiri Kaneki's hair color and style, but Ben's hair is a bit longer and dips in front of his eyes.**

 **Now, that was my first chapter for my first Ben 10 fic.**


	2. Omnitrix Acquired

**I'm excited to bring chapter two to my Ben 10 series and I just want to say thank you to everyone who favorited, followed or even reviewed my story. You all are the realest.**

 **And so…**

 **I bring you all Chapter 2: Omnitrix Acquired.**

»»—Story Start—««

A lone green peered upwards towards the roof of the bunk on top of him. He stared ahead with a blank look, filled with such indifference.

'Now, I'm stuck in RV, going who knows where with a person who hates me. I'm pretty much still in school, only now, there are just fewer people who can hate me,' he thought. 'Not that I'm surprised, only I can have such luck,' he thought as he unconsciously touched his unopened right eye with a soft grasp.

From there, he didn't know how long he had been staring up at the ceiling with depressing and self-profiling thoughts running through his head, but after about three or so hours an oddly familiar female voice broke him out of his thoughts.

"Ben! Get up, we're here!" the voice of Gwendolyn broke him of his thoughts.

He sat up with his hands resting on his head. He then grasped the black sheets that covered the sides of the bunk and pulled it the side, revealing Gwen with her arms crossed underneath her large bust, unknowingly pushing them upwards.

"Well?"

Ben looked at her impassively before he turned around and stood up. But, as soon as he stood up, a crack filled the air, prompting Gwen to slightly cringe. She looked down and saw Ben cracking his knuckles with his thumb.

"Can you stop?" Gwen requested. Ben hardly spared her a glance before another crack filled the air, getting yet another wince from the girl.

Just as she was about to retort, he waved a hand in front of her face dismissively. "Calm down, I'll stop," he brushed her off as he walked passed her.

Gwen stood there with a frown etching onto her features. 'He's as annoying as before… but in an entirely different way that I can't even begin to describe… and I've only had a one or two conversations with him.' Gwendolyn contemptibly thought as whirled around walked away, rapidly catching up to the teen's retreating form.

Ben stood up front in RV with Max with his normal lazy idled eye, "Why are we at a campsite?" Ben questioned curiously as he leaned against the fridge with his arms crossed.

Max quirked an eyebrow before he nodded at Ben's question. "It's where we're going to be staying at for the next couple of days. Call it a… introduction as to what's going to come," he grinned excitedly, hoping to excite his grandson as well.

Ben merely looked ahead, not showing any of the amount of the old man's excitement. "It's camping. Perhaps if I was five or ten years old, then I might have found this exciting. But, no… I feel robbed." Ben confessed, earning a short laugh from the old man at the teen's humor.

"Ah, Ben. Trust me, this will be fun. I'll stake my life on it!" The old man exclaimed with a broad smile, earning a dismissive snort from Ben. But he did a have small, near unnoticeable smile gracing his lips. Keyword, nearly.

Gwendolyn caught sight of the smile and grinned at potential blackmail material before she rapidly calmed down and her broad grin disappeared. The realization of how weird this moment actually was. So far, from the few short conversations the two had for the first time in nearly six years, she could easily say that Ben had changed drastically. Ben always used to smile, smirk and joke around while playing all types of pranks. But now, all he did was brood and look at you with that damn infuriating lazy eyed look.

Hell, the boy didn't even look at you with both of his eyes, that how insignificant he saw everyone as. Or at least that's what Gwen could deduce with only so much evidence.

Ben reached upwards and brushed some the snow-white strands of hair that was made up his spiky bangs that dipped in front of his eyes.

"Now, lets set up our campsite, shall we?" Max questioned as he stood up from the driver's seat and made his way over to the side door. He opened it and walked out with Gwen following closely behind, wanting to help as much as possible.

Ben, however, stayed inside a few minutes longer. 'This may be either the most boring night of my life… or possibly the most hectic drama-filled night of my life. Either one sounds shitty,' he thought as walked out of the RV, closing the door behind him.

He made his way over to the two who were already starting to build the tents. Ben looked at those two before he looked over to the rapidly setting sun. 'It's around 8:30, so I may as well go and get some firewood to start a fire,' he thought.

"Hey," Ben called out to his grandfather and cousin. The two stopped what they were doing and looked at Ben with a curious look.

"Yes, Ben?" Max questioned as wiped a bead of sweat off his forehead.

Ben looked at him for a moment before he turned his back and started walking over to the forest.

"I'm going to get some firewood. The sun's pretty much nearly set," he gestured up to at the rapidly setting sun.

Max frowned as he looked at where the sun was and nodded. Indeed, it was nearly set. "Alright, Ben… but take this with you," he stated as he pulled out a flashlight and tossed it to Ben, who quickly caught it.

Ben merely nodded in appreciation before he marched away, further disappearing into the forest only twenty or so seconds later.

 **\\\\\\\\\\-/**

 **30 Minutes Later**

Ben trekked through the forest with multiple small logs of wood resting on his shoulders along with some smaller sized sticks that had some of the small branches broken off.

By now, it was mostly dark, and since he had no free hand or arm, he was basically walking in near complete darkness. Something that didn't phase him, if he was frank with himself. Plus, it was an excellent time for him to actually think.

'What am I even doing here?' he thought seriously as he walked over a berry bush. 'Seriously, I could be doing so many other things and yet, here I am, with my annoying cousin and my cheerful, yet mysterious grandfather,' he thought with a frown etching itself onto his face.

'I give her maybe two days before she starts acting like her normal self. Annoying, overbearing, nosy and most of all bitchy. Hell, if she was bad before she hit puberty, I can only imagine how bad she must be now.' he thought with as a shiver ran out through his body.

Just then, a loud bird shriek filled the air, just slightly catching his attention, as Ben turned his head to where he heard it come from.

About twenty feet away, on top of a thirty-foot tall tree, was a freaky looking hawk-like bird. It had weird, bright orange eyes and dark grey feathers along with a slightly long curved beak.

'Hmm, freaky bird,' he hummed to himself as he walked away, not really minding it.

The bird lightly cocked its head before it flew up into the air a powerful flap of its wings, blowing some of the leaves of the tree it was resting on. It flew high up into the night sky before it disappeared.

After walking through the forest, sometime about ten minutes later, he made his way back to the campsite with wood still lumbered onto his shoulders.

Max immediately noticed him right when he came into the large clearing but didn't say anything until he was in a reasonable range.

Once he got near them, he lightly set down the logs, alerting the orange haired girl as she was too deep in her book to even notice him until then.

She saw the logs and quickly stood up and set down her book to help.

"Here, let me give you a hand," Gwendolyn told him.

He looked at her with a look before he nodded in acceptance. With that, she made her way over to the logs that were on the ground, which were about six and she picked one up and immediately frowned at how heavy they were.

Gwen looked at with a wide-eyed look. "Holy hell… these are heavy, how did you carry six of them," she gasped before she carried it over to the circle of rocks Max and her built.

Ben heard the remark and frowned to himself but didn't say anything. He crouched down and picked up one in each hand and quickly carried it over to where Gwen had placed hers.

Once she finished placing hers, she noticed Ben carrying two of them in his hands with little to no signs of strain on his face or his arms, something she quickly noticed. She decided not to think about it at the moment and think about it later.

It only took a minute more to place all of smaller logs into the circled pit before Max pulled out some fire starting kit that had some weird green insignia, something that Ben caught, but thought nothing about it and began doing whatever.

Gwen didn't notice it, but Ben believed that something was familiar about it but decided to stop thinking about 'maybes' and just 'possibilities.'

After working on the wood, he dropped a lit match, and immediately a small ember caught flame and started burning the wood, in which started a low, steady growing fire.

Now that the fire was started, Gwen went back over to the large log that she was sitting previously before and grabbed her book.

Max went back onto his log as well, and he pulled a book as form his shirt pocket.

Ben, on the other hand just walked away and went over to the other side of the clearing, nearly fifteen meters away before he laid down with his hands resting behind his head.

He looked up at the moon and just stared, slowly finding himself getting lost in his endless pool of thoughts.

Gwen, from her spot on her log, frowned as she looked up from her book and saw Ben laying his back with his hands resting on the back of his head. Her frown got even larger when she had noticed far away he actually was.

She stood up and discarded her book onto the log before making her way over to Ben.

Due to the fact that he was too deep in his thoughts that were rattling and haunting his brain, he didn't notice, nor did he hear Gwen walk up from behind him. Gwen laid down right next to him, but she frowned once more when saw, that he was ignoring her. Well, at least that's what it looked like to her. The orange haired girl lightly tapped his side, bringing his attention from his thoughts to her.

"What?" he questioned without looking at her. He just continued to gaze up into the moon and the star-filled sky.

Gwen looked at him with her frown becoming even larger at his cold and detached attitude before replying. "I came here because you looked lonely," she responded, causing him to slightly grit his teeth, which totally went over her head.

"Did you ever think I wanted to be alone?" he questioned with a little hostility in his tone, which Gwen did get, but didn't let it deter her.

"I did, but I didn't like the fact that you appeared lonely and I thought maybe I could talk with you... you know, to elevate your loneliness," she responded with good intentions.

Her answer startled him, but that surprise let and was replaced with some frustration.

"I don't want you to try and help me. I don't need it, nor do I want it," he responded harshly, getting her to flinch internally at his cold tone. Ben continued to stare upwards, trying to quell his frustration. Slowly, confusion worked through him, but before he could privately question it, Gwen countered.

"But that doesn't mean I can't give or offer it," she responded in an adamant and fierce tone. She had no clue why he was acting so strange and cold. Maybe the Ben she knew and had over time come to accept was gone and he had changed?

"But that also doesn't mean you can butt into another's business. Especially when they've made it clear that it isn't welcome," he shot back in a calm, bored tone, expertly masking his oncoming confusion and anger.

Gwen bit her tongue from saying something rash and foolish and just sighed.

"Fine, but I'm staying," she relented but finished seriously.

He said nothing at first, but he too sighed. "Fine, stay if wish," he relented as well.

The orange haired beauty smiled in satisfaction as she looked up into the sky, enjoying the sound of crickets chirping in the background.

"Ben," Gwendolyn suddenly said.

"Hmm?" He lowly grunted.

"You know, if you ever want to talk or do anything, I'm here to listen," Gwendolyn told him with a soft genuine, caring smile on her face.

Ben's eye widened for a quick second before it settled down. He even caught sight of the smile she was wearing and how her eyes seemed so soft and caring. How she changed so much... he didn't know, but, he begrudgingly agreed that it felt rather... nice.

But, that was where he was confused about. He was A-okay ignoring and putting his parents on the back burner and flat out ignore them, but the second he heard this troublesome girl speak that way, deep down, he wanted to accept her company. But, of course, he didn't and shoved those feelings and desires down.

And so, they sat in silence for a portion of twenty minutes before Ben grunted and sat up. That alerted Gwen, who was thoroughly enjoying the peace and quiet and frankly didn't really want it to end.

Though, when she heard Ben grunt before he got up, she got a bit confused. "What're you doing?" she asked curiously, as she remained in the same position.

He merely spared her a sideways glance, "I'm going to take a walk," he told her gruffly before he walked away.

Gwendolyn stared at his retreating form with a quizzical look before he hummed to herself and continued laying down on the grass.

'He's so strange,' Gwen thought with a curious twinkle in her eyes.

 **\\\\\\\\\\-/**

Ben made his way through the forest with a lazy glint in his singular exposed eye. He gave a slight sigh of relief as he finally got some time to himself.

He searched around for a nice sturdy and big tree before sitting down with his back leaned against it. Ben reclined his backward onto it, not really minding as his scalp was slightly dug into by some flyway woodchips. He looked up into the sky with a peaceful look on his face, his emotionless and bored look fading away. Which was replaced with a small, barely noticeable smile.

It felt nice. The feeling of solitary and loneliness; something that he'd gotten so used to over the years. Something he had long since embraced, and after a while, he even started to enjoy it. After a while, he began focusing on the positives in which came with the loneliness and just concentrated on that. Mind you, that he never forgot about the bad or less satisfactory things that came with it, he just discarded those feelings as if they were unneeded and unappreciated. And so... after a while, they faded away and were replaced with easing calmness, peacefulness and the reassuring feel of quietness.

He was content with how had begun to feel.

Some might have disagreed and said that no such thing existed, but he just didn't care. He felt it and accepted it. There was not much else to it.

But, that didn't mean that those feelings didn't resurface. In fact, they had come back a lot, ever since he had gotten on that RV with his cousin and grandfather. Something that had puzzled him endlessly. And he was trying to figure out why, but every time he tried thinking of a conclusion, he was met with a dead end.

Just then, something sparked up in his peripheral vision. In the first few seconds, he thought nothing of it. But, when it rapidly resurfaced, nearly thirty or so times in the next five seconds, that got his attention.

Snapping his head over to where it was originating, his eye immediately widened in shock as something large was speeding towards him.

His shock evaporated as he narrowed his eye, 'It's as big as a tiny car and... it's on fire and speeding towards me at near- untraceable speeds. Well... fuck,' he thought as rolled out of the way, and it was out of pure reflex that he was able to dodge it, as it sailed right passed him only two seconds later.

Not even three seconds later, a loud screeching and crashing sound filled the air as the giant ball of fire collided with the ground, twenty meters behind him.

The force of impact, coupled with how big it was, created a large, nearly eight-foot deep crater. The, what looked like a large ball of flames plowed over dozens of large trees and a large rock.

Ben stiffly turned around, and his one opened eye widened once more at the site of the damage the incoming force displayed as it landed.

He walked forward slowly in a robotic fashion as took in the destruction that thing caused. Once he got close enough to the crater, he was able to see that it wasn't a large ball of flames... instead, it appeared to be a small grey spherical object that had steam burning from it.

Most likely from the flames, it was bathed in, Ben unconsciously assumed.

Unfortunately, his curiosity got the better of him as he got to close to the burnt ground, the outside of the crater and it looked like the ground was extremely weakened as the second he stepped on it, the damaged ground collapsed under him.

He reacted quickly and dug his opposite foot to the ground, steadying his fall, and it allowed him to slide safely to the bottom of the crater.

'What the hell is that? It looks like a... satellite. But, that couldn't be, right?' Ben thought seriously before something hit him. Metaphorically speaking of course. 'Wait, with its trajectory, and it's speed, along with that fact that it was on fire, it very well may have been from outer space!' Ben realized.

Unconsciously, he stepped forward once more, and once he got close enough, the top of the spherical object retracted while making a peculiar, low noise.

Seeing that, Ben immediately went on guard. But, something caught his attention. A soft, ominous green glow that slightly illuminated the rest of the interior of the satellite.

'It's not a satellite... it's a pod!' Ben further realized. Curiosity getting the overwhelming better of him once more, he took another step forward to get a better look and shockingly enough the green light got a little bit brighter as if it was reacting to his movements.

'Something's inside of it, but is it?' He mentally questioned to himself as he took another step forward. Once again, the floating, ominous glowing green light got even brighter.

'A gauntlet?!' He thought incredulously.

Not trusting his instincts, he reached forward into the pod, and as soon as his first finger entered the pod, the light glowed a brighter shade of green before it launched ahead and promptly latched onto his left wrist. Rapidly, the gauntlet-like object started leaking a black tar-like substance all way down to his left hand, completely covering it. Once was done spreading, his entire hand was covered entirely in a black metal-like tight fitting glove. It covered his whole hand where he couldn't even see a speck of skin.

Ben, out of reflex and instinct, jerked his hand back to try to evade the gauntlet latching onto his wrist, but he was far too late as it was already solidified and was tied secularly around his hand and wrist.

He immediately reached down to the watch with his opposite hand to try and pull it off, but shockingly enough, it didn't even budge. Not even a little bit. He even tried pulling off the solidified black metal glove off his hand and had no such luck.

After that, the cyclops teen then took a few steps back, apparently in shock and he was more than little freaked out about the entire incident that had transpired throughout a span of two minutes. Using a good amount of effort and agility, Ben jumped up and grabbed the edge of the top of the eight-foot-deep crater and quite easily pulled himself out of it.

He quickly jogged away from the crater for a few seconds before he got to suitable ways away from it before sitting down on one knee. He reached down to the dimly glowing watch.

Now that he was in a better, clearer light, he was able to clearly see what attached itself onto his arm. On top of the gauntlet was what looked like a dark grey circular dial which had a green hourglass shape. Below that, was a very dark grey, nearly black thin material, but that didn't go down for long as only an inch or so after and before that, was a thin black material. Right below the grey like a sleeve were two small quarter-sized green and black buttons on each side of the watch. Along with that, was four symmetrical, pure white tubing's going down from each side **(1).**

He lightly jolted his hand outwards, as if he was trying to fling thing off his wrist and hand. When that failed, he clenched his left fist hand, feeling as if the black substance was like a second skin, but felt cool, like nice and cold. But, not overwhelmingly so.

He gave a heavy sigh as he looked deeply at the center of the dial of the watch-like gauntlet.

"The hell did I do to deserve this?" he murmured, feeling as agitated as he's ever felt. However, the symbol on the dial of the gauntlet…

'Wait! That's the symbol that was on the package that my grandfather brought out to start the fire!' Ben realized as shock rattled through his bones and his stomach churned uneasily.

Stress burned at an all-time high as his brain worked a mile-a-minute to try and find a reasonable solution for it. 'Is – this watch and my grandfather connected somehow? If so, what is it doing here and on me none the less?' Ben rapidly questioned.

Ben placed his hands onto his head and breathed out a large breath, trying to regulate his emotions. 'Okay. The only way I'm going to get an answer is by asking him, as that's my only lead,' he thought very seriously, taking something seriously for the first time in quite some time.

And with that declaration, he made his way through the forest, being very stiff and on guard, which was so unlike him and on so many levels.

 **\\\\\\\\\\-/**

 **20 Minutes Later**

Once Ben broke through the clearing, Max immediately noticed once more, but his oddly keen and knowledgeable eyes picked up on something weird about Ben. He'd known been to be a very lax, but a cynical person as well. Always being keen, but deceiving others to make them think he was stupid and unknowledgeable was Ben's specialty. Misleading people was just a large branch of the oak tree in which he as good at. But, it was the largest and most influential branch on that tree. It's been like that for nearly six years and at the moment, was only the second time he had seen Ben so stiff and self-conscious.

With all that known, he immediately knew something was wrong. But, something caught his eye only just after establishing that. A gauntlet-like watch on Ben's wrist/hand and… on that was a symbol.

The Plumber International Peace Sign, he quickly realized. 'No… something is dearly wrong,' he further frowned something that Gwen unfortunately caught.

Gwendolyn, who was back on her log in which she was previously sitting on before she had left to go join Ben. "Why're you frowning Grandpa?"

"Ah… nothing honey, here you're cousin back," he stated with a nervous bead of sweat dripping down his brow, while seemingly confused.

Gwen looked to her side, and indeed, there was Ben walking over to them, looking ever so slightly disturbed. While he was able to hide it well and make Gwen miss the majority, she was still keen enough to know something was wrong with the asocial teen.

Once Ben had made his way over to them, he spoke up in a serious tone, right before Gwen could even get a word out. "Grandpa, I need to speak with you," Ben gestured in a serious tone. But, before he could speak, Ben continued.

"Alone."

Max caught the severe and urgent spark of emotion in Ben's voice, and if he had to guess, it was about the thing on his wrist. "Gwen, please stay here. And here, if you get in trouble, shoot this upwards, and we'll know." Max told her as he fished out orange flare gun out of his pocket before handing to Gwen, who grabbed it with a semi-confused look on her face.

"Alright, Grandpa." she nodded in acceptance before Max gave her one last smile of appreciation before he and Ben walked into the forest. \\\\\\\\\\-/

Once he and Ben thought they were far away to not be heard, Max started the conversation off by pointing to the gauntlet on Ben's arm.

"I assume this rare moment of seriousness is about that on your arm?" Max assumed, getting a stiff nod from the teen.

"I wouldn't have even told you if I didn't remember that the package you used to start the fire had the same insignia of this." Ben gestured to the weird device glowing on his arm.

Max bowed his head to get a better look at before he carefully grasped it with his hand. He then moved Ben's arm to get a better look at it. 'Could it really be 'that'? And if it is, why is the Omnitrix on my grandson's wrist and not in the hands of Azmuth?' Max thought seriously as he finished inspecting it.

'Did something happen to him? Did something or someone force him to send it away in hiding?' he thought with a dire expression on his aged face

"Ben… I'm going to be transparent with you on this." Max told him as he sat down on the grass and he patted the ground in front of him, gesturing the teen to sit with him. Ben complied as he sat cross-legged with hands resting on his knees.

"I may know what that device is… but I don't know for sure and for me to even begin to assume it is, I need proof that it is." He told his grandson, earning a slow nod from him.

"If this device is what I think it is, it's called the Omnitrix. A device of alien technology that holds near infinite power. It was built by the smartest man in nearly the entire Universe." Max explained, earning an abroad eyed look from Ben.

Ben sat rooted to his spot, completely confused and thoroughly shocked at was happening. He had a good feeling that whatever attached itself to his wrist was dangerous.

"But, I don't know if it is the Omnitrix. As the last time, I had seen the thing or heard of what the thing looked like, it looked smaller, more compact and it took the shape =of the center of the gauntlet, but it was in the form of a very bulky wristwatch." Max explained. "But, then again, the more I look at it, more the resemblance seems way too much for me to ignore."

"What do we do to find out if it is the Omnitrix and if it is the Omnitrix... what do we do with it?" Ben questioned, saying the last part more to himself. "I mean, you know this is the last thing that I want," he told his grandfather with a single eye glared.

Max sighed before he nodded. "The only thing we can-," his sentence stopped as he saw a bright red and orange flare shoot and illuminate the night sky.

Both saw the light, and both had the same, simultaneous thoughts.

'Gwen…'

Instantly, Max on his feet while looking at Ben, "Ben lets go!" He yelled as he took off into the forest at the fasted rate he could manage.

Ben wasn't that far off as he hopped to his feet right as the old man yelled and followed him to the clearing.

 **\\\\\\\\\\-/**

Once Max and Ben had gotten to the clearing, they immediately saw two weird looking robots hovering over Max's RV with nearly the entire Camp Site destroyed and littered with small yet spreading flames.

The RV was even spotting damages; however, it looked different as the entire RV was now covered by what looked like a space grey metal shroud that fortified it.

'Gwen must've found some of the defense buttons on the RV when she probably ran in there to escape those robots. And even then, it looks like its beginning to fail.' Max thought urgently. On instinct, he reached down to his left leg pocket but felt that it was empty.

'Damn, I don't have any of my Plumber Gear… so I'm practically useless.' Max thought with clenched fists.

However, a slight noise brought his attention to see fiddling with the watch that was forcibly attached to his arm. "Ben, don't!" He hurriedly tried to interject. But, surprisingly, Ben looked up and glared at him.

"You said it yourself, this thing has near infinite power, and you want Gwen safe, and no matter how much I hate her, you want her safe. I won't condemn her to death for something she did six years ago!" Ben told him a fierce glare.

Swallowing every ounce of revulsion down his throat as he accidentally pressed the two green buttons on both sides of the watch, causing the faceplate to lift up. Immediately after, the symbol on the watch changed into a large diamond shape and in the center was a large reptilian alien that had a long, foot and a half long horn on top of its head.

"Ben, wait!" Max gasped when he saw Ben reluctantly press down on the faceplate of the watch, creating a large, near blinding green flash of light to appear.

»»—Story Start—««

 **(1): Picture Ben the original Ben 10000's Omnitrix, just smaller. Also, picture the same black glove on Ben 10000's hand as well, but it's covering Ben's entire hand.**


	3. Drones

**»»—Story Start—««**

 **20 Minutes Before**

Gwen was laying down right next to the RV on her back, lounging around on the grass as she read her book. Her cousin and her grandfather had just run off, saying that they needed to talk about something in private. She was little miffed by that, she wasn't even going to lie, but she accepted after seeing how serious her cousin and grandfather were.

And, now at the very moment, she was nearly dying of boredom. Really, she would've thought camping would have been a bit more exciting, but now, it was just flat out boring. All she had was a couple of books and her laptop, which was dead because she forgot to bring her charger and had left it at home.

After finding that out, she knew that she had to go the store when they went back into town.

However, a loud, humming noise got her attention as looked up from her book. Her eyes widened in shock as she saw two large, orange and red colored UFO shaped robots speeding towards her.

Gwendolyn jumped to her feet and scrambled to the right of her and picked up a long stick, nearly the size of a yardstick. Once she had it in her hands, the robots were almost upon her, and once they got into range, Gwen swung the large stick. But the second it made contact, it literally shattered in half.

She slowly lowered the stick with slightly shaky hands as she looked at the broken tip, 'Oh, I'm so fucked,' she miserably thought. She quickly threw the stick at the same robot she attacked the first time, causing it to maneuver slightly to dodge.

The stick sailed maybe ten or so yards away before it finally came down and landed.

By then, Gwen had pulled out the flare gun out of her pocket and aimed at shakily at the hovering robot before she pulled the trigger. After that, a small, burning red hot bullet shot clean out of the short, orange barrel and collided with the robot's front, causing it to jerk back.

Right after the flaming bullet collided with it, a, what looked like a thin robotic limb came out of the side and pointed directly at her, and the very front of it glowed a menacing red.

Seeing that, Gwen panicked before she aimed the flare gun to the sky and shot it upwards. Luckily, the red beam that shot out of the robot's limb hit the gun only moments after she had shot another flare.

After the flare sailed up into the sky and moments after it got up to a substantial altitude, the ball exploded further, illuminating the sky even further.

Gwen saw the gun sail out of her hand and acted entirely on instinct and ran into the open RV before slamming the door shut before any of the robots could interject.

She scrambled over to the nearest cabinet to see if she could find a weapon or anything that could be used as a weapon.

'C'mon, c'mon, c'mon, c'mon.' Gwen mentally chanted within her mind. However, on purely accidental luck, she pushed down on the cabinet wall, and it caved in. Afterward, the sound of metal hitting the ground hit her ears as she whirled around and saw metal rushing down the side of the RV before clamping down, securing the entire RV in a thick, protective shroud of metals.

Gwen looked ahead before she slumped down with a massive sigh of relief. 'Okay, that was oddly exhilarating,' she thought as took a few deep breaths.

Now that she was safe, she only hoped that those robots that went after her didn't go after Ben or Grandpa Max.

 **\\\\\\\\\\-/**

 **Now**

Max uncovered opened his eyes and let his arm fall from shielding his eyes against the blinding green light. He then gulped audibly as he a large reptilian creature that looked a heavily mutated Komodo Dragon that was on steroids.

In Ben's place was a large, dark blue-skinned creature. It had four, dark red oval-shaped eyes, two on each side of its head. It also had three eight inch long black talons on each leg. On his head, were two black, curved horns, almost like devil horns (1). The legs on it looked very similar to a modern-day Komodo Dragon, but they were sleeker, and more armored. Its tail was long, easily four meters in length. The tail also had very sharp ends, like a double-edged sword. For teeth, it had long, very sharp serrated teeth that were easily at least a few inches long. Its tongue looked oddly like a snake's tongue, but even longer. Right where it's pelvis would be, was a white and black Plumber Logo.

Max blinked owlishly, he recognized that alien. It was a Lacerta Mortiferum.

They hailed from the very dark planet named Aveugle Celsius. Lacerta Mortiferum were a dangerous species of lizard-like aliens that specialized at hunting due to their four eyes and night vision that each eye shared. It also had razor sharp teeth, easily able to tear through metal and even steel. They also were proficient swimmers as well as runners as they were able to quickly slither through high grass like snakes while also being able to run through rough terrain with their strong and durable legs. Even one of their horns were able to tear through even the most robust types of metal.

The two drones that were hitting the RV stopped once they saw a bright green light, and once they looked were it came from, they saw a weird, sizeable lizard-like creature. Immediately, the drones went on guard and stared at it with caution.

Ben, in his transformed state, took a step forward, causing the drones to aim a robotic laser arm at Ben as the tips glowed a threating red.

However, he kept stalking forward, prompting the drones to shoot two lasers the size of 7.62 sized bullets right the transformed human at a rapid speed, being nearly as fast a regular bullet.

Ben dodged the two lasers due to his enhanced reflexes, eyesight and the red bullets hit the ground at which he was previously at, creating baseball sized holes into the ground for each shot.

Seeing their attack fail, they shot once more at the transformed Ben, who just quickly moved out of the way, by rapidly slithering from side to side. By dodging a few more shots in rapid succession, he was able to get in closer range.

Using that to his advantage, he dodged one more energy bullet before he whipped around used his enlarged, dark blue tail and slashed to the side, slicing an entire drone in half and a second later, each side erupted in a small explosion.

The explosion created a large, dark grey dust cloud and the drone used that as an advantage as it charged forward with its metal blade pointed outwards.

Ben squinted his far left eye through the smoke as he cocked back his claw, which was tightened up in what looked like a fist before he punched forward and as soon as he did that, the robot broke through the smoke. His fist hit the unsuspecting drone, and his claw crashed right into the 'face' of it, creating an explosion full of sparks.

Max watched with an impressed look on his face. He knew that that species of alien that Ben transformed into were a pretty formidable race, but he didn't expect Ben to get the hang of using the Omnitrix so quickly.

Seeing that the fight was over, Max quickly ran over to the RV and placed the palm of his hand on what looked like a random spot. The metal that outlined the outside of his hand glowed a baby blue before the metal receded upwards.

With that, Max opened the side instinctively dodged a large pan being swung at him. He looked inside just after dodging with his hands held upwards.

"Honey, it's me!" Max stated urgently, causing Gwen from behind a to quirk an eyebrow in confusion before she looked up.

Her eyes widened in surprise before they widened even more in worry. "Grandpa, where are the robots?!" she questioned urgently as she heard the explosions going off.

"Oh, they've been dealt with," he shrugged offhandedly.

Gwen looked forward completely unamused.

"I'm serious, Grandpa!" she stated with a desperate look on her face.

Max nodded his head, "I am too, Honey."

"Then who dealt with them?" she questioned dangerously and disbelievingly.

The old man grinned before he jerked his large thumb over to transformed Ben who had just tossed off some of the wires that had gotten his claw.

"And what the HELL is that?!" she nearly shrieked as she readied her pan once more.

Max chuckled nervously as he sweatdropped. "Ah… you see, that's a very funny story."

Gwen looked in between the monster and her grandfather before her eyes widened once more when she realized something. "Where's Ben?!" she questioned in a hurried tone.

Max's nervous chucking increased ten-fold as the size of his sweatdrop. "A-Ah, well you s-see, that's an… even funnier story."

Gwen narrowed her eyes dangerously, but as soon as she was about to retort, a loud, steadily increasing beeping was heard throughout all their ears, and her head snapped over to the most who looked like it was standing in its hind legs.

On its pelvis, the weird insignia started blinking a rapid red before a bright flash of red, the complete opposite of the bright green flash Max had seen when Ben first transformed.

Max and Gwen both closed their eyes and shielded their eyes, and once the died down, they reopened their eyes and Gwen couldn't believe what she was seeing.

'Where the hell did that monster go and what is Be-,' she thought before the realization hit her. Gwen shakily pointed her finger at the teen who leisurely dusted his shirt off.

"B-Ben, you were that m-monster." Gwen shakily questioned.

Ben looked at her, with an amused look on his face before he shrugged. "Hey, I don't know if that's a nice thing to say to the person that saved your life." he shrugged offhandedly, unknowingly flashing her a glimpse of the Omnitrix.

"B-But…" Gwen started, but her train of thought stopped.

Ben opened his mouth continue talking, but Max interjected.

"I think it's time to have a nice long talk," he stated seriously as he walked over snuffed out a campfire.

Ben followed suit with Gwen purposely trailing behind him. Once they all sat down, Max looked at Ben and nodded to the teen.

"I want you to explain everything," Max ordered seriously.

Ben narrowed his one visible eye behind his snow-colored bangs before he slightly brushed them aside.

"Fine," he said finally with a gruff snort.

"After I left from laying down with Gwen and talking, I went for a walk in the forest." he slightly lied. It wasn't merely a walk, it was more of a way for him to get some peace and quiet without talking to anyone. "After walking through the forest for a bit, I saw something in the corner of my eye." he continued loosely, with Max and Gwen paying rapt attention.

"I didn't think much of it at first… but after it kept recurring, I knew something was wrong. And I looked over in the direction I originated from and right then and there was shooting ball of fire." he told them. Max could believe it and found it decently reasonable.

But, Gwen on the other hand…

"You can't really expect me to believe that an actual ball of flames shot at you! Can you?!" Gwen nearly shouted as she stood up.

Ben looked completely unfazed from her emotional and disbelieving cry, "Believe what you will, but I'm not going to stop telling what I saw and what happened," he told her with a bored look in his eye.

Gwen looked ready to retort, but Max raised his hand, silencing her. "Please, let Ben finish. We'll question things after he's done," he told her gently with a grandfatherly smile.

Gwendolyn looked at Max and Ben for a few seconds before she nodded in acceptance and sat down.

"I was able to move out of the way only seconds before, and the 'ball of flames' ended up mowing downing a couple dozen trees on its way down. Against my judgment, I went and checked it out," he continued, causing the two of his listeners to nod along.

"Once I got close enough, I was able to see that it wasn't a large ball of flames or anything of that nature. No, upon first looking at it, it looked like a satellite." Ben informed. "But, once again, against my better judgment, I went and checked it out, but once I got close enough, the 'satellite' opened up like an armadillo and from inside, I was able to see a small green light." he continued, much to Gwen's shock.

Max, on the other, nodded along with, looking very thoughtful and concentrated. "I took a few steps forward, and I reached inside. But, once I reached inside, the gauntlet that's on my hand-," he gestured to the strange device on his wrist and arm. "-, this thing jumped onto my wrist and started leaking a tar-like substance and literally dried in little time and formed this metal feeling glove."

"But, afterward, I tried getting it off, but I wasn't fortunate enough to do so," he grimly said as he let his arm fall.

He stopped talking, figuring they already were able to piece together everything else.

"W-Wait, you can't get that thing off?" Gwen questioned, still dead shocked about the entire situation.

Ben nodded, "You would be correct," he told her with a lazy drawl in his voice, completely masking his annoyance.

"But wait! How did you… transform into that weird monster?" Gwen questioned once more.

Ben sighed once more, "I used the watch. That's what thing does; it allows me to transform into different creatures. And from what Grandpa had told me earlier, this thing apparently has near-infinite power," he told her in monotone. Not really knowing what to believe from the shady old man.

Gwen's eyes widened even further at that bit of information. "H-How… W-Why…" she nearly rambled on, but Max placed a soft hand on her shoulder before he lightly grasped it. She looked back at him with a confused stare, and he smiled slightly.

Max looked ahead, "I may not be able to tell you kids everything and I won't as long as I don't have to. But, I was not the normal Plumber and may know at least something about that watch," he told them vaguely, earning an understanding look from Ben and Gwendolyn just sighed.

'What's next?' Gwen mentally whined as she rubbed the back of her neck.

"How?" was all Ben asked as stared forward, meeting his grandfather in the eyes with his own singular one. "How do you know about the watch and how do you know it's that powerful?" Ben once again asked in monotone.

Gwen listened for an answer as she was very curious as well.

Max sighed miserably, "It's because I knew of the creator of the Omnitrix. Or at least, I knew of him loosely as we talked a few times a call and some messages. Over those times, he told me a small bit about the watch and explained how serious secrecy was about the watch and why it was so dangerous," Max told them seriously. "Unfortunately, that was all he told me. And ever since then, I haven't heard back from him."

"I assume because this thing came from space that the thing I transformed into was an alien?" Ben assumed, getting a weird look from Gwendolyn.

Max smiled at his grandson before he nodded in confirmation.

"Indeed, Ben. They're aliens," he answered loosely.

"I already figured that."

"I see."

Gwen listened before she cut in with a question of her own that got Max thinking.

"What are we going to do with it? I mean, it's stuck on Ben's arm, errr... or wrist and you said it yourself, this… the device holds incredible power." Gwendolyn questioned seriously as she bypassed all her disbelief and frustration, figuring it would be pointless to act like that at a time like this.

Max hummed lightly in thought. "I would like to know as well… but I think the only one who deserves to make the decision is the one who has the watch attached to his wrist," Max stated, earning a scowl from the teenage boy.

Gwen looked slightly confused but nodded anyway, trusting her grandfather's insight.

"I want to get this out of the way, I don't want it," Ben told them both, earning a shocked look from Gwen and only a nod of acknowledgment from Max.

"What do you mean you don't want it? Do you know how many people would kill for that type of power?!" Gwen exclaimed loudly.

Ben scowled even harder as his lips tightened into a frown. "That's the reason why I don't want it," he revealed. That got a surprised look from Gwen, but before she could make a retort, Ben continued. "I have no desire to use or accept power. Especially the power of this watch may possess," he told her as his scowl tightened.

"But, what if someone else gets it? What if that person is a horrible human being and decides to take over the world with it or something?!" Gwendolyn continued as she couldn't believe why Ben wouldn't want the watch.

Ben looked her right in the eyes, "That's the reason why I don't want power in the first place. In case you hadn't picked up on the fact that I'm not the nicest person around. In fact, I'm a Grade-A asshole who wouldn't give a fuck if someone died next to him. I'm a horrible person. I am that horrible person." he continued, getting a very shocked and semi horrified look from his cousin.

"I could be one of those 'horrible human beings' you described if I had that kind of power. And what a better way to prevent that from happening is making sure that person never gets any kind of that power that would even remotely allow them to do that." he continued, getting a hidden, but a very prideful look from Max.

Gwen, on the other hand, looked down, shameful for something. "I'm sorry I-,"

"I couldn't give two shits if you think you offended me. Like I said, I wouldn't give two fucks if someone died next to me, what makes you think that I would be offended by someone like you." Ben stated with an indifferent tone.

Max watched with interaction with a stilled expression on his face. He wouldn't step in, not yet. He wanted to see how Gwen would handle the situation. If things looked like they would get out of control, Max would stop the confrontation within a moment's notice.

Ben took a deep breath, trying to quell his emotions. Just as he was about to say something, the two heard something speak from the RV.

"Mayday! Mayday! We're under attack! I-I know t-this is going to stupid… but, we're under attack by some k-kinda huge robot!" A panicked male voice sounded out from the RV's transceiver.

Max and Gwen both ran inside to listen further, and Ben stayed. Once they got inside, Gwen looked back once she got the doorway at Ben with a curious look.

"Aren't you coming?"

He looked back at her with a frown before he looked upwards towards the forest, looking straight at a large grey cloud of smoke. "No, I have a pretty good idea where the attack's going on at," he said.

Gwen looked at curiously before she looked in the direction he was staring at, and her face lit up in recognition. "Grandpa! Look!" Gwendolyn shouted inside the RV and pointed over to the increasing size of the grey smoke cloud in the distance.

Max came walking out with a frown on his face before nodded. "Then we don't have to waste time trying to find out where it is. Let's go!" Max stated before he slammed the RV door shut and jogged over to the outside of the clearing.

Ben once again looked ahead of him with an impassive look.

He kept staring ahead before he slowly stood up and once he got to full height, he reached up and cradled his neck. He then cracked it in a few different ways before he cracked his index finger with his thumb as well as his middle finger.

Ben let a small smirk grace his lips as he felt an early dose of adrenaline course through his blood and he relished the feeling. He took a deep breath through his nostrils before he let loose a full-blown bloodthirsty smirk.

'Oh~ This is going to be a blast…'

 **»»—END—««**


	4. Giant Robot

**First of all, I just want to say thank you to everyone who reviewed and favorited the story. You all are a great help, and chapter 5 is already in the works.**

 **»»—Story Start—««**

"So, when do you think Ben's going to catch up?" Gwen questioned through in between heavy breaths as she and her grandfather sprinted through the forest.

Max gave her a smile. "Trust me, Ben isn't the type to miss any type of fight. Especially at the level, this might just be at," he said a started to get out of breath from running.

Gwen gave him a weirded out look before she just kept looking forward as they neared another cleared out area. Once they broke through, they both looked, and Gwen couldn't believe her eyes and Max looked like he had to relive his worst nightmare.

'That drone… that structure… those weapons… Vilgax.'

"Uh… Grandpa?" Gwen started awkwardly.

"Y-Yes, dear?"

"How in the hell are we going to beat this thing?"

That caused Max's eyes to widen before he sweatdropped as realized he forgot his Plumber Gear once more.

' _Ah… it must be old age catching up to me.'_ he mentally chuckled at his embarrassing mishap.

"I, ah… guess we'll have to let Ben handle this one, Honey." Max chuckled uneasily.

Gwen thought looked at and frowned. "You can't make-, ah forget it. I'm done being surprised anymore," she muttered, earning a short laugh from the old man.

However, their attention was brought down to where the robot was causing carnage due to a bright green flash.

 **\\\\\\\\\\-/**

30 Seconds Before

Ben shared a large smirk as he pressed down on the finger-sized green button, which caused the faceplate of the gauntlet to pop up and the weird insignia dilated into a large diamond. In the center of the green filled out diamond was a black, ghosted out silhouette of the same lizard alien he first turned into.

He reached up and touched the ring that had multiple small green dots on the dial before he rotated it, and it caused the lizard alien to be replaced with another alien. But, that one was humanoid in shape. Deciding to give that one a shot, he forced the dial down with the palm of his hand, creating an immediate large green flash.

Only three seconds later, the bright green flash died down and revealed a tall, black-skinned an alien that bright yellow electrical currents running down his arms.

The alien all stood tall, easily being seven feet tall with pitch black skin. It was muscular, but not overly so and on the back of his head was two long antennae with what a golden colored electrical plug. In the center of its chest was a white and black circular Omnitrix symbol. He had long arms, nearly dropping down to his knees and had five fingers, but for fingers, he had golden plugs. His legs were long but thinly muscular, and his feet took the shape of something that resembled penguin feet. On the center of his head, was a large, perfectly circular green eye. Along his arms and shoulders were weird looking golden bolts that traveled up and down his arms.

"Huh, I wonder what this alien can do?" The transformed Ben sounded out through a large mouth, and his words came out like he ran himself through a massive static bomb. He looked down and clenched his weirdly shaped hands and fingers.

' _This is going to take some time getting used to,'_ he thought before his smirk returned as the robot turned around to meet him.

The robot stilled it's large form as it set his scanners on the transformed Ben before it raised it's arm to him and right under his wrist, a large red energy cannon glowed a right stunning red before it shot out a quick, yet sizable beam of energy at Ben.

Out of reflex, Ben raised his hands and his plugs for fingers caught the blast and surprisingly, he didn't take any damage at all. In fact, the blast of energy started rapidly disappearing into Ben's body.

'I'm absorbing it?!' Ben thought with pleasant surprise before he felt an intoxicating rush of power run through his veins before he instinctively aimed his right hand right at the robot. After that, a beam of golden yellow energy blasted out of his fingers, almost as larger as the robot's own.

Reacting quickly to the oncoming blast of energy, the robot fired off another blast, only twice as strong and large as the previous one he fired off.

Ben's blast was quickly overwhelmed and was forced back right towards Ben, who couldn't raise his hand quick enough and was hit full force from the energy, creating a building-sized explosion.

Luckily, the civilians and everyone else that was getting attacked had already evacuated to a safer point, and no one was hit by the energy blast.

Max and Gwen looked worriedly as the explosion hit, both clearly worried about Ben's safety.

Once the dust cleared, they saw Ben, still, in alien form, he was alive, but bleeding profusely down his left his shoulder and had multiple cuts down his chest, which bled out purple blood.

Ben, on the hand, gritted his teeth before he righted his posture, not even thinking about the pain before he cracked his neck once more. He ran forward, using his enhanced speed, running faster then any human was capable of and leaped to the side, dodging a red energy ball.

He then jumped onto a building before he leaped up, further dodging another attack, which created a smaller sized explosion that destroyed the building. However, before he could land, the robot had managed to launch off a quicker, yet stronger blast that neared an airborne Ben.

Ben grinned toothily before he stuck his hand out absorbed the complete blast before he utilized his antennae and aimed both of them right at robot before he shot out two missiles sized blasts that the robot couldn't counter, and his entire arm was blown clean off.

But, the robot was far from destroyed. It proved that as it aimed its arm at the now landed Ben, and from his shoulder, a large plate of metal shifted upwards and up came strip of metal with a dozen red missiles.

Not even moments later, the missiles all collectively shot forward launched forward weird scrapping sounds.

Since those missiles were made out of any amount of energy or electricity, Ben knew he could absorb those, so he did his best to dodge them all.

But, after successfully dodging the first three, he was hit by the forth and the rest soon after, creating a larger fiery explosion.

"Ben!" Max shouted in alarm.

However, Ben came leaping out of the fire with numerous burn marks on his body. But, something alarmed Max to a large degree. It was the massive, bloodthirsty grin on Ben's mouth as he sailed through the air.

Once Ben neared, the robot reared back his single arm before he punched forward at blurring speeds. Ben shot out his own fist and clashed against the robot's fist, creating a small residual boom that soon created a large draft of wind.

Ben then twisted his body and aimed his opposite hand and shot out another yellow blast of energy. The blast bisected the robot's last remaining arm, causing it to stumble back with sparks shooting from its stump.

He then reached forward and once again, instinctively stretched out his fingers and grabbed the robot's head before he punched it's head with his full strength, causing it to cave in somewhat. Ben landed on its head before leaped off, but once he was air born, he sent an air cracking roundhouse kick, nearly sending Its head straight off its shoulders.

With one more final attack, he heeled back his left, heavily bleeding arm before golden electricity started running up and down his entire arm. He then sent a heavily compressed basketball-sized ball of yellow energy.

The ball had electricity covering it before it collided with the center of the robot's torso and the second it did, it created a massive hole in its chest.

The robot stumbled after the attack, but electricity started running around the hole before it blew up in a large fiery explosion.

Slow, steady beeps were heard as Ben landed a couple hundred feet away and he so happened to land right in a tree line. Seconds later, a bright, blinding flash of red light erupted through the tree line.

Max and Gwen both watched with wide eyes before they shared a look and nodded simultaneously before they made there over to Ben, evading the spreading fires.

 **\\\\\\\\\\-/**

Ben grimaced as he leaned against a tree. His clothes were tatters, and he was bleeding heavily. The injuries he had at the moment were all he had from his fight against the robot.

' _Damn… so, mental note, the injuries I get when I'm in alien form transfer over to my human form afterward,'_ he thought before used his hand and smeared off a line of blood trailing down his lip.

His battle hungry smirk or grin was totally void, which was now replaced by a frown. His own open eye was filled with sadness. _'I lost myself…_

 _Again.'_

Before he could continue his dark thoughts, he heard a couple of twigs snap did nothing. He listened closely as two sets of footsteps came closer.

Once they came closer, Ben was able to his grandfather and cousin.

And once they saw him, they all immediately rushed over to and knelt down to him. "You okay, son?" Max asked seriously.

Ben looked at with his frown still in place before he slowly stood up. "I'm fine. Doing all of that wasn't easy," he told the old man a slight scoff.

"You're upset, aren't you?" Max questioned, something confused Gwen.

Gwendolyn looked a lot better when she realized that Ben's life wasn't in danger but became confused at why Max said that. Ben was just being him, or so she thought.

"What do you think?" Ben scoffed erupted in a fit of coughs, he immediately covered his mouth with his black gloved hand. Once he stopped, he slowly let his hand fall and stared into his hand.

Blood.

Right down the corners of his lip was a few new lines of fresh blood.

"And you already know why," Ben told the old man, acting like nothing happened before grasped his slightly ripped shirt and roughly ripped it off.

That revealed his bare, very muscled torso, which was covered with some scars, blood, and open wounds. But, that also caused his shirt to uncover his muscled arms as well, and Gwen couldn't believe what she was seeing.

Gwendolyn looked at his bare torso and arms, and her cheeks were dusted by a bright shade of pink. _'H-How can he have that much muscle? He looked so skinny with his shirt on… but without it, he looks like someone in their peak performance?'_ she thought, baffled.

"Ben… there's nothing wrong-,"

"That's what you don't you get!" Ben exclaimed, suddenly yelling, which startled the two. "You don't know how it feels to be on the border of losing yourself and sometimes not having a choice whether or not you want to do something!" He exclaimed once more, sounding a little louder.

Ben reached up and pointed to his head with his index finger. "You don't know how it feels. That's what bothers me! You people try and act like you do, but you don't!" he continued, getting a wince from Max and sympathetic look from Gwen.

"Your right, Ben. I don't know how it feels." Max agreed instantly. "But, that's doesn't mean that there aren't people who want to help you."

Ben clenched his teeth and fists, "That's the point! I don't want people to help me!" he exclaimed, getting a confused look from Max and Gwen. "When I deal with shit myself, at least I can blame myself when something goes wrong. If I blame someone else who just wanted to help, that wouldn't even make sense."

With that, silence filled the forest as Ben winced before nearly collapsed on the ground, but he was able to catch himself at the end before he sat against the tree.

Gwen, upon seeing that, immediately went up to him with a worried expression on her face. "Are you alright, Ben?" she questioned worriedly before she used the remains of his shirt and placed it on his bleeding chest.

Ben looked at her, mentally debating whether or not to tell her to stop before he sighed and let her. "I'm fine," he told her.

She looked at him a frown but, let go none the less. "I'm sorry I cant do more." she apologized sincerely.

He looked at her in confusion. "What are you apologizing for?" he questioned, pretty confused at why she was saying sorry to him.

"It's because I can't do more about your injuries," she said easily as if that answered everything.

Ben looked at her and frowned, "We'll don't, you have nothing to be apologizing for." he told her shortly. But, he continued after about ten or so seconds. "But, thank you for helping me."

The orange haired beauty smiled appreciatively. "It's no problem, I'm just happy to at least something useful," she said, still smiling.

Ben looked into her green eyes with his own singular exposed one, "You've changed a lot, Gwen."

Gwen gave an even larger smile in return, "We'll so did you, alien-boy."

Ben gave a dismissive snort, "Please ease up with the nicknames," he sighed miserably.

The three of them all felt the tense and angered atmosphere leave and was replaced with a weird and tired atmosphere.

Max watched the interaction between the two of them with a smile before he cut in. "I think it's time to leave. Plus, I don't think you want Ben to bleed out here. Do you?"

Gwen looked up and nodded before she looked back down at Ben with a quizzical expression on her face. "Can you walk or stand on your own?" she asked seriously.

He looked at her as if she was an idiot before snorted. "Of course I can," he exclaimed before slowly stood up on, admittedly shaky legs. He stood at full height with a hidden wince on his face before he tried taking a step forward before he stumbled forward. However, before he could fall forward, Gwen caught him and slung his left arm over his shoulder.

Ben looked at her an impassive expression on his face before gave another snort as he looked away. "Not-a-word," he growled out, earning an amused giggle from the girl.

"Sure, alien-boy." she giggled once more as she heard him growl even harder.

 **\\\\\\\\\\-/**

 **30 Minutes Later**

After making their way out of the forest, they all walked over to where they're campsite was, which took about twenty minutes. They all walked in silence, no one really feeling the need to speak. However, Gwen had a smile on her face as Ben leaned over on her as she supported him as they walked.

Once they got to their campsite, they immediately went into the RV and set Ben down. Max then went inside a secret compartment of the RV and pulled out a white, plastic tube that had some weird writing on it.

Max then walked over to Ben's lying form, which was his bunk, but all the sheets and blankets were replaced by a large, plain white sheet. "Alright, son I'm going to place this cream on your wounds, with this, they'll be mostly healed in a few days," he told the young man, who nodded in acceptance.

"That's fine. Just do it so I can get to bed," he grumbled as Max squeezed out a line of pure white healing cream on his index finger. He then smeared it on Ben's largest cut, which was right across his left shoulder.

"There, that will seal the wound up and simultaneously disinfect it," Max explained easily. He then did the same to all of Ben's notable injuries.

Ben just laid back, not really doing much as he just allowed Max to apply whatever he was applying to his wounds.

"So, what are we going to do now?" It was Gwendolyn who asked that question.

Max briefly looked up from Ben's arm from where he was applying some cream too. "I don't really know," he muttered, but Ben and Gwen both heard him.

Ben sighed as he cracked his sore neck. _'I don't know what's going to happen. Do we end the summer trip now this has happened?'_

"I say the only thing we can do, is try to help you understand that device better," Max told Ben, earning a narrowed eyed look.

"You already know that I don't want this thing. So, why are you adamant on me having it?" Ben questioned seriously.

Max sighed at that before he looked Ben straight in his eye. "I'm not so adamant on you having it. I just think since we don't know how to get it off of you we may as well have you know how to use as good as you can... at least for the time being." The former Plumber told Ben.

Gwen nodded at that. "I can agree with that," she agreed.

"Fine. I'll try to learn to about using the watch, but nothing more. You got it?" He asked seriously, earning a satisfied nod from Max and Gwen.

Max then stood up and dropped an empty plastic tube into a trash can before he turned a water faucet on and with that, he began cleaning off his hands. "I say we can start in three days once you've had enough to recuperate fully. After that, we'll travel around Washington D.C and maybe take a fishing trip." Max explained to the two young adults.

Gwen nodded slowly, not so sure about the fishing trip idea, but going around Washington D.C sounded nice, so she couldn't complain.

Ben, on the other hand, nodded in agreement and said nothing as laid his head back on a firm pillow with his good hand resting behind it.

"If that sounds alright then, we'll move back into the city at say… 9 AM," Max informed his passengers.


End file.
